SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
KING LUTHER CAPITAL MANAGEMENT CORP

(Last) (First) (Middle)
301 COMMERCE STREET, SUITE 1600

(Street)
FORT WORTH TX 76102

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/26/2023
3. Issuer Name and Ticker or Trading Symbol
MorningStar Partners, L.P. [ TXO ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Units 37,880,497 I See footnotes(1)(2)(3)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series 5 Preferred Units (4) 10/15/2024 Common Units 26,992,105 (4) I See footnotes(1)(2)(3)
1. Name and Address of Reporting Person*
KING LUTHER CAPITAL MANAGEMENT CORP

(Last) (First) (Middle)
301 COMMERCE STREET, SUITE 1600

(Street)
FORT WORTH TX 76102

(City) (State) (Zip)
1. Name and Address of Reporting Person*
LKCM Private Discipline Master Fund, SPC

(Last) (First) (Middle)
301 COMMERCE STREET, SUITE 1600

(Street)
FORT WORTH TX 76102

(City) (State) (Zip)
1. Name and Address of Reporting Person*
LKCM Investment Partnership, L.P.

(Last) (First) (Middle)
301 COMMERCE STREET, SUITE 1600

(Street)
FORT WORTH TX 76102

(City) (State) (Zip)
Explanation of Responses:
1. The securities reported includes (i) 17,259,241 common units and 12,863,158 common units underlying series 5 preferred units held by LKCM Investment Partnership, L.P. and (ii) 20,621,256 common units and 14,128,947 common units underlying series 5 preferred units held by PDLP Morningstar, LLC.
2. LKCM Investment Partnership GP, LLC is the general partner of LKCM Investment Partnership, L.P. LKCM Private Discipline Management, L.P. is the sole holder of management shares of LKCM Private Discipline Master Fund, SPC. PDLP Morningstar, LLC is a wholly owned subsidiary of LKCM Private Discipline Master Fund, SPC. Luther King Capital Management Corporation serves as the investment adviser to each of LKCM Investment Partnership, L.P. and LKCM Private Discipline Master Fund, SPC. J. Luther King, Jr. serves as the President of Luther King Capital Management Corporation.
3. Luther King Capital Management Corportion has voting and investment power over the securities beneficially owned by each of LKCM Investment Partnership, L.P. and PDLP Morningstar, LLC. Accordingly, each of J. Luther King, Jr. and Luther King Capital Management Corporation may be deemed to be the beneficial owner of the common units held by each of LKCM Investment Partnership, L.P. and PDLP Morningstar, LLC, but each disclaims beneficial ownership of such common units except to the extent of their pecuniary interest therein.
4. Immediately prior to the closing of the Issuer's initial public offering, the Issuer's series 5 preferred units will automatically convert into common units of the Issuer.
Remarks:
/s/ Jacob D. Smith, Principal and General Counsel for Luther King Capital Management Corporation 01/26/2023
/s/ Jacob D. Smith, Principal and General Counsel for LKCM Private Discipline Master Fund, SPC 01/26/2023
/s/ Jacob D. Smith, Vice President and General Counsel of the General Partner for LKCM Investment Partnership, L.P. 01/26/2023
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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